Seamless Corporate Transactions, Lasting Business Success
DarrowEverett’s Corporate & Business Transactions attorneys work together to provide our clients with extensive guidance in many services. Included are entity formation, maintenance and structuring activities, corporate governance, business and commercial contracts, limited liability company, shareholder, partnership, business and real estate investment trust operating agreements, mergers and acquisitions, management and leveraged buyouts, dispositions, dissolutions, and liquidations, e-commerce and licensing matters, stock option plans, grants, and more.
The DE team has extensive experience advising public and privately held companies in diverse backgrounds, including solar, cleantech, e-commerce, real estate development, private equity, construction, and healthcare. By providing thoughtful and tactical counsel, DarrowEverett’s corporate team is highly regarded for its skilled and detailed guidance, whether it be in establishing, running, or expanding a business.
Our Corporate lawyers provide extensive insight regarding a wide array of issues, including but not limited to:
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Representative Matters in Corporate & Business Transactions
We represented a prominent New York-based investment firm in a Series B preferred equity financing, supporting its investment in a rapidly expanding, multistate provider of interactive and sensory-related experiences. Our team delivered end-to-end legal counsel, including conducting thorough due diligence, drafting and negotiating equity financing documents, and navigating the transaction through to closing. Additionally, we negotiated employment agreements for the founders, safeguarding the client’s investment by aligning key personnel incentives with the company’s long-term growth objectives.
Represented an owner/investor in a complex multistate business separation of a real estate company and its subsidiaries which involved financing through multiple lenders, transfers of real estate, as well as all interests in the old and new real estate entities. We not only provided the above-mentioned representation, but also negotiated the agreement that governed the transactions, drafted the documents to facilitate the transfers and changes to corporate governance, performed due diligence and cured title and corporate defects found during the process, coordinated financing and loan modifications work with multiple lenders, and reorganized and streamlined our client’s portfolio and holdings.
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DE Insights
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Client Insight
Florida Divorce Ruling on Personal Goodwill Could Impact Other States
In early July 2024, Florida enacted a significant amendment to its equitable distribution statute, particularly concerning the treatment of personal goodwill in divorce proceedings.[1] These changes, coupled with the pivotal case of Rosenberg v. Rosenberg,[2] have profound implications for divorce settlements both within Florida and potentially across the United States. Understanding Goodwill in Divorce Proceedings…
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Post-Closing Incentive Structures for Key Management in Private Equity
If you own or manage a company that a private equity firm is looking to acquire, and you plan to stay on after the closing, you’ll likely need to negotiate two key points: rolling over some or all of your equity and determining the incentive compensation you want to receive. In most acquisitions, but particularly…
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Vibe Check on TikTok: Legal Changes May Force App to Take the L
The future of TikTok is on the table in the United States. As has been widely covered, in April 2024, Congress passed the Protecting Americans from Foreign Adversary Controlled Applications Act (the “Act”), which conditionally banned TikTok in the U.S. should its parent company, ByteDance Ltd., fail to divest its ownership in the U.S. version…
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